LINEAR TECHNOLOGY CORP /CA/
10-Q, 1998-05-11
SEMICONDUCTORS & RELATED DEVICES
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                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

   [X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

   For the quarterly period ended March 29, 1998

   [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number 0-14864


                         LINEAR TECHNOLOGY CORPORATION
                         -----------------------------
             (Exact name of registrant as specified in its charter)


         California                                     94-2778785
         ----------                                     ----------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
     or incorporation)                               


                              1630 McCarthy Blvd.
                        Milpitas, California 95035-7417
                                 (408) 432-1900
                                 --------------
   (Address, including zip code and telephone number, including area code of
                   registrant's principal executive offices)


         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.


                                    Yes   X   No 
                                        -----     -----

         There were 76,854,413  shares of the  Registrant's  Common Stock issued
and outstanding as of May 6, 1998.

<PAGE>

                          LINEAR TECHNOLOGY CORPORATION
                                    FORM 10-Q
                   THREE AND NINE MONTHS ENDED MARCH 29, 1998



<TABLE>
<CAPTION>

                                      INDEX                                        Page
                                      -----                                        ----
<S>                                                                                <C>
Part I:   Financial Information

          Item 1.    Financial Statements

                     Condensed Consolidated Statements of Income for the             2
                     three and nine months ended  March 29, 1998 and
                     March 30, 1997

                     Condensed Consolidated Balance Sheets at March 29, 1998       3-4
                     and June 29, 1997

                     Condensed Consolidated  Statements of Cash Flows for the        5
                     nine months ended March 29, 1998 and March 30, 1997

                     Notes to Condensed Consolidated Financial Statements            6

          Item 2.    Management's Discussion and Analysis of Financial             7-9
                     Condition and Results of Operations


Part II:  Other Information

          Item 6.    Exhibits and Reports on Form 8-K                               10

Signatures                                                                          11
</TABLE>

                                       1
<PAGE>


Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements




<TABLE>
                                         LINEAR TECHNOLOGY CORPORATION
                                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (In thousands, except per share amounts)
                                                  (unaudited)
<CAPTION>
                                                Three Months Ended                 Nine Months Ended
                                                ------------------                 -----------------
<S>                                        <C>              <C>                <C>              <C>   
                                           March 29,        March 30,          March 29,         March 30,
                                             1998              1997              1998              1997
                                           --------          --------          --------          --------

Net sales                                  $125,982          $ 95,033          $352,788          $275,176

Cost of sales                                35,924            27,435           100,954            79,247
                                           --------          --------          --------          --------

     Gross profit                            90,058            67,598           251,834           195,929
                                           --------          --------          --------          --------

Expenses:

     Research and development                11,973             9,268            33,368            25,661

     Selling, general and
           administrative                    13,401            10,641            38,468            34,139
                                           --------          --------          --------          --------

                                             25,374            19,909            71,836            59,800
                                           --------          --------          --------          --------

Operating income                             64,684            47,689           179,998           136,129

Interest income                               6,043             4,031            17,004            11,464
                                           --------          --------          --------          --------

Income before income taxes                   70,727            51,720           197,002           147,593

Provision for income taxes                   23,553            17,740            65,603            50,624
                                           --------          --------          --------          --------

Net income                                 $ 47,174          $ 33,980          $131,399          $ 96,969
                                           ========          ========          ========          ========

Basic earnings per share                   $   0.62          $   0.45          $   1.72          $   1.30
                                           ========          ========          ========          ========

Shares used in the calculation
    of basic earnings per share              76,130            75,138            76,191            74,756
                                           ========          ========          ========          ========


Diluted earnings per share                 $   0.59          $   0.43          $   1.65          $   1.24
                                           ========          ========          ========          ========

Shares used in the calculation of
    diluted earnings per share               79,661            78,993            79,860            78,281
                                           ========          ========          ========          ========

Cash dividends declared per share          $   0.06          $   0.05          $   0.18          $   0.15
                                           ========          ========          ========          ========
<FN>
                             See accompanying notes
</FN>
</TABLE>


                                                       2
<PAGE>

<TABLE>
                          LINEAR TECHNOLOGY CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                 (In thousands)

<CAPTION>
                                                         March 29,           June 29,
                                                           1998                1997
                                                        ---------           ---------
                                                       (unaudited)
<S>                                                     <C>                 <C>
Current assets:
     Cash and cash equivalents                          $ 117,370           $  50,114
     Short-term investments                               449,873             393,325
     Accounts receivable, net of allowance for
       doubtful accounts of $806 ($803 at
       June 29, 1997)                                      67,083              64,836
     Inventories:
       Raw materials                                        4,383               4,001
       Work-in-process                                      6,179               4,820
       Finished goods                                       4,433               3,364
                                                        ---------           ---------

         Total inventories                                 14,995              12,185

     Deferred tax assets                                   30,168              30,698
     Prepaid expenses and other current assets              3,942               8,128
                                                        ---------           ---------

         Total current assets                             683,431             559,286
                                                        ---------           ---------

Property, plant and equipment, at cost:
     Land, building and improvements                       55,337              53,312
     Manufacturing and test equipment                     147,942             130,175
     Office furniture and equipment                         3,143               2,707
                                                        ---------           ---------

                                                          206,422             186,194
     Less accumulated depreciation and
     amortization                                         (80,435)            (65,847)
                                                        ---------           ---------

     Net property, plant and equipment                    125,987             120,347
                                                        ---------           ---------

                                                        $ 809,418           $ 679,633
                                                        =========           =========
<FN>
                             See accompanying notes
</FN>
</TABLE>


                                        3
<PAGE>

<TABLE>
                          LINEAR TECHNOLOGY CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                       LIABILITIES & SHAREHOLDERS' EQUITY
                                 (In thousands)


<CAPTION>
                                                           March 29,         June 29,
                                                            1998              1997
                                                           --------          --------
                                                          (unaudited)
<S>                                                        <C>               <C>
Current liabilities:
     Accounts payable                                      $  9,087          $  7,872
     Accrued payroll and related benefits                    21,014            21,423
     Deferred income on shipments to distributors            34,225            29,986
     Income taxes payable                                    27,158            16,124
     Other accrued liabilities                               16,657            13,581
                                                           --------          --------

         Total current liabilities                          108,141            88,986

Deferred tax liabilities                                      2,256             1,596

Shareholders' equity:
     Common stock, no par value, 120,000
         shares authorized; 76,495
         shares issued and outstanding at
         March 29, 1998 (75,956 shares
         at June 29, 1997)                                  218,667           172,403
      Retained earnings                                     480,354           416,648
                                                           --------          --------

         Total shareholders' equity                         699,021           589,051
                                                           --------          --------

                                                           $809,418          $679,633
                                                           ========          ========


<FN>
                             See accompanying notes
</FN>
</TABLE>


                                       4
<PAGE>
<TABLE>
                          LINEAR TECHNOLOGY CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                 (In thousands)
                                   (unaudited)
<CAPTION>
                                                                        Nine Months Ended
                                                                  -----------------------------
                                                                  March 29,            March 30,
                                                                    1998                 1997
                                                                  ---------           ---------
<S>                                                               <C>                 <C>
Cash flow from operating activities:
     Net income                                                   $ 131,399           $  96,969
     Adjustments to reconcile net income to net cash
         provided by operating activities:
       Depreciation and amortization                                 14,799               8,835
       Changes in operating assets and liabilities:
         Decrease (increase) in accounts receivable                  (2,247)            (13,677)
         Decrease (increase) in inventories                          (2,810)              1,234
         Decrease (increase) in deferred tax assets,
           prepaid expenses and other current assets                  4,716                 870
         Increase (decrease) in accounts payable,
           accrued payroll, income taxes payable and
           other accrued liabilities                                 14,916             (15,248)
         Tax benefit from stock option transactions                  27,778              13,573
         Increase (decrease) in deferred income                       4,239               1,707
         Increase (decrease) in deferred tax liabilities                660                --
                                                                  ---------           ---------
     Cash provided by operating activities                          193,450              94,263
                                                                  ---------           ---------

Cash flow from investing activities:
     Purchase of short-term investments                            (338,480)           (184,090)
     Proceeds from sales and maturities of short-term
       investments                                                  281,932             109,356
     Purchase of property, plant and equipment                      (20,439)            (19,649)
                                                                  ---------           ---------
     Cash used in investing activities                              (76,987)            (94,383)
                                                                  ---------           ---------

Cash flow from financing activities:
     Issuance of common stock under employee stock plans             20,955              12,625
     Purchase of common stock                                       (56,445)            (11,598)
     Payment of cash dividends                                      (13,717)            (11,192)
                                                                  ---------           ---------
     Cash used in financing activities                              (49,207)            (10,165)
                                                                  ---------           ---------

Increase (decrease) in cash and cash equivalents                     67,256             (10,285)

Cash and cash equivalents, beginning of period                       50,114              54,393
                                                                  ---------           ---------

Cash and cash equivalents, end of period                          $ 117,370           $  44,108
                                                                  =========           =========

Supplemental disclosure of cash flow information:

Cash paid during the period for income taxes                      $  25,066           $  36,303
                                                                  =========           =========
<FN>
                             See accompanying notes
</FN>
</TABLE>


                                       5
<PAGE>

                          LINEAR TECHNOLOGY CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


1.   Interim financial statements and information are unaudited; however, in the
     opinion of  management  all  adjustments  necessary for a fair and accurate
     presentation  of the interim  results have been made. All such  adjustments
     were of a normal  recurring  nature.  The results for the three  months and
     nine months  ended  March 29, 1998 are not  necessarily  an  indication  of
     results to be expected for the entire fiscal year. All information reported
     in this Form 10-Q should be read in conjunction  with the Company's  annual
     consolidated  financial  statements for the fiscal year ended June 29, 1997
     included in the Company's Annual Report to  Shareholders.  The accompanying
     balance  sheet at June 29, 1997 has been  derived  from  audited  financial
     statements as of that date.

2.   The Company operates on a 52/53 week year ending on the Sunday nearest June
     30. Fiscal 1998 and 1997 each have 52 weeks.

3.   In 1997, the Financial  Accounting  Standards Board (FASB) issued Statement
     of  Financial  Accounting  Standards  Number 128,  Earnings Per Share ("FAS
     128").  As required,  the Company  adopted FAS 128 during the quarter ended
     December  28,  1997.  Under the  requirements  of FAS 128,  the  Company is
     required to disclose both basic earnings per share and diluted earnings per
     share in place of primary  earnings  per share  previously  reported by the
     Company. Basic earnings per share is based upon the weighted average number
     of shares of common stock outstanding during the period and, unlike primary
     earnings per share, excludes the dilutive effect of employee stock options.
     Diluted  earnings per share includes the dilutive  effect of employee stock
     options  and  accordingly,  is  comparable  to primary  earnings  per share
     previously reported by the Company.  All earnings per share amounts for the
     periods  presented have been restated to conform to the requirements of FAS
     128. The following  table sets forth the  computation  of basic and diluted
     earnings per share:
<TABLE>
<CAPTION>

                                           Three Months Ended                  Nine Months Ended
                                           ------------------                  -----------------
                                       March 29,         March 30,         March 29,         March 30,
                                         1998              1997              1998              1997
                                       --------          --------          --------          --------
<S>                                    <C>               <C>               <C>               <C>
Numerator - Net income                 $ 47,174          $ 33,980          $131,399          $ 96,969
                                       --------          --------          --------          --------

Denominator for basic
earnings per share - weighted
average shares                           76,130            75,138            76,191            74,756
                                                                                             --------

Effect of dilutive securities
- - employee stock options                  3,531             3,855             3,669             3,525
                                       --------          --------          --------          --------

Denominator for diluted
earnings per share                       79,661            78,993            79,860            78,281
                                       --------          --------          --------          --------

Basic earnings per share               $   0.62          $   0.45          $   1.72          $   1.30
                                       ========          ========          ========          ========

Diluted earnings per share             $   0.59          $   0.43          $   1.65          $   1.24
                                       ========          ========          ========          ========
</TABLE>


4.   In June 1997, the FASB issued Statement of Financial  Accounting  Standards
     Number  131,  Disclosures  About  Segments  of an  Enterprise  and  Related
     Information.  This statement  replaces  Statement Number 14 and changes the
     way  public  companies  report  segment  information.   This  statement  is
     effective for fiscal years  beginning  after  December 15, 1997 and will be
     adopted by the Company for the fiscal year ending June 27, 1999.


                                       6
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations


Results of Operations
<TABLE>
         The table  below  states the income  statement  items for the three and
nine months ended March 29, 1998 and March 30, 1997 as a percentage of net sales
and provides the percentage  change in absolute  dollars of such items comparing
the interim periods ended March 29, 1998 to the  corresponding  periods from the
prior fiscal year:
<CAPTION>
                                              Three Months Ended                                  Nine Months Ended
                               ----------------------------------------------          ---------------------------------------    
                                March 29,         March 30,          Increase           March 29,      March 30,      Increase
                                   1998               1997                                1998            1997
<S>                                 <C>                 <C>              <C>              <C>              <C>            <C>
Net sales                           100.0%              100.0%           33%              100.0%           100.0%         28%
Cost of sales                        28.5                28.9            31                28.6             28.8          27
                                   ------              ------                            ------           ------
    Gross profit                     71.5                71.1            33                71.4             71.2          29
                                   ------              ------                            ------           ------

Expenses:
    Research & development            9.5                 9.7            29                 9.5              9.3          30
    Selling, general &
       administrative                10.7                11.2            26                10.9             12.4          13
                                   ------              ------                            ------           ------
                                     20.2                20.9            27                20.4             21.7          20
                                   ------              ------                            ------           ------
Operating income                     51.3                50.2            36                51.0             49.5          32
Interest income                       4.8                 4.2            50                 4.8              4.1          48
                                   ------              ------                            ------           ------
Income before income taxes           56.1%               54.4%           37                55.8%            53.6%         33
                                   ======              ======                            ======           ======

Effective tax rates                  33.3%               34.3%                             33.3%            34.3%           
                                   ======              ======                            ======           ======
</TABLE>

         Net sales  for the third  quarter  ended  March 29,  1998 were a record
$126.0 million,  an increase of $30.9 million or 33% over net sales for the same
quarter of the previous  year.  This  increase was due  primarily to higher unit
shipments  while the average selling price was down slightly from the prior year
quarter.  The increase  was  broad-based  among the  Company's  end-markets  and
between  distributor  and  OEM  customers.  Geographically,  sales  were up both
domestically and  internationally  with sales increases in each of the Company's
major international  markets.  Domestic and International sales each represented
50% of net sales for the quarter  with  Europe at 26%,  Japan at 10% and Rest of
World  (primarily  rest  of  Asia)  at 14% of net  sales.  The  Company  did not
experience  a  significant  decline  year over year in sales  during the quarter
resulting from the economic and financial difficulties in Asia that has affected
other  companies in the industry.  However,  sales to certain  countries in that
region were down slightly from the second  quarter of fiscal 1998.  Despite this
decline,  total international  sales and orders increased  sequentially from the
second quarter.

         Net sales for the nine  months  ended March 29,  1998  increased  $77.6
million or 28% over net sales for the same  period of the  previous  year.  This
increase was due primarily to higher unit  shipments  while the average  selling
price was slightly lower.

         Gross profit  increased  $22.5  million or 33% and $55.9 million or 29%
for  the  third   quarter  and  first  nine  months  of  fiscal  1998  over  the
corresponding  periods in fiscal 1997. Gross profit as a percentage of net sales
increased   slightly   over  these  periods   primarily  due  to   manufacturing
efficiencies  experienced  at the  Company's  assembly  and test  facilities  in
Singapore and Malaysia,  lower costs from favorable  exchange rates in Singapore
and Malaysia and higher  absorbed fixed  manufacturing  costs resulting from the
higher  sales base.  These  increases  were offset  partially  by an increase in
manufacturing  costs associated with the Company's newer wafer fabrication plant
in Camas,  Washington which commenced production in the fourth quarter of fiscal
1997.   However,   the  negative  impact  from  the  Camas  facility   decreased
sequentially  from  the  Company's  second  quarter  of  fiscal  1998 due to the
attainment of higher production volumes.

         Research and development  expenses increased by $2.7 million or 29% and
$7.7 million or 30% for the third  quarter and first nine months of fiscal 1998,
respectively,  as compared to the same periods in fiscal 1997.


                                       7
<PAGE>

These  increases  were due primarily to an increase in staffing of design,  test
and process engineering personnel, higher compensation costs from profit sharing
and an increase in spending for development mask sets.

         Selling,  general and  administrative  expenses ("SG&A") increased $2.8
million  or 26% and $4.3  million  or 13% for the third  quarter  and first nine
months of fiscal 1998,  respectively,  as compared to the same periods of fiscal
1997. The increases in SG&A as compared to the prior year periods were primarily
due to higher  labor costs from an increase in sales  personnel,  higher  profit
sharing,  higher  commissions  on the  increase in sales levels and higher legal
costs as the Company is the plaintiff in two patent related suits.

         Interest  income  was $6.0  million  and  $17.0  million  for the third
quarter and first nine months of fiscal  1998,  an increase of $2.0  million and
$5.5 million  respectively,  over the corresponding  periods of fiscal 1997. The
increases in interest income for these periods resulted primarily from the large
increase in cash, cash equivalents and short-term investments.

         The  Company's  effective  tax rate for the third quarter and the first
nine months of fiscal 1998 was 33.3%,  down from 34.3% in fiscal 1997. The lower
tax rate is due to higher  business  activity  in foreign  jurisdictions  and an
increase in assets  employed  outside of  California in states where the Company
experiences lower tax rates.


Factors Affecting Future Operating Results

         Except for historical  information  contained  herein,  the matters set
forth in this Form 10-Q,  including the statements in the following  paragraphs,
are  forward-looking   statements  that  are  dependent  on  certain  risks  and
uncertainties  including such factors,  among others, as the timing,  volume and
pricing of new orders received and shipped during the quarter, timely ramp-up of
new facilities,  the timely introduction of new processes and products,  general
conditions  in the world economy and the markets for the  Company's  goods,  and
other factors described below.

         Management  of the Company  believes the  long-term  prospects  for the
business  are  excellent,  and the  Company  continues  to  invest  in the plant
infrastructure and technical talent to maximize its  opportunities.  The Company
achieved  record sales and profits  during the third quarter of fiscal 1998, the
Company's fifth consecutive quarter of quarterly sequential sales growth. During
the first three quarters of the fiscal year,  total customer orders continued to
be strong.  These orders were well  diversified  across  products,  end markets,
customers and most major geographic regions.  Should this pattern continue,  the
Company expects to grow sales moderately over the near term.

         The  Company  sells its  products  to  distributors  and  manufacturers
located within certain Asian countries that are currently  experiencing economic
and/or other financial  difficulties.  Although the Company has seen a slight to
moderate  decline in  customer  orders and sales in certain of these  countries,
these declines did not have a material  impact on the Company's  results for the
third quarter ended March 29, 1998.  The Company is  anticipating  that sales to
Asia, and Japan in particular,  will remain  relatively  flat over the near term
but that other major  geographic  sales  regions  should  continue to experience
sales  growth.  Accordingly,  the  Company  does not expect  that the  financial
difficulties experienced in Asia will have a significant impact on the Company's
results  of  operations  in  the  near  term.  However,   should  the  financial
difficulties  experienced  in this  region  become  prolonged  or  affect  other
countries  where the Company  generates  significant  revenues,  there can be no
assurance  that the  Company's  results  of  operations  will  not be  adversely
impacted in the future.

         The Company  continues to ramp-up  production  volumes in its new wafer
fabrication  facility  in Camas,  Washington.  During the first  nine  months of
fiscal  1998,  the fixed and  variable  costs  associated  with this  ramp-up of
production had a negative  impact on the Company's  gross margin.  However,  the
negative  margin  impact of the Camas  facility  began to  decrease in the third
quarter  as the  plant  achieved  higher  production  volumes.  There  can be no
assurance  that this trend will  continue or that other  factors  will not arise
that will adversely affect gross margin.

         Just after the close of the third quarter,  the Company announced plans
to build  another  wafer  fabrication  plant near its  facility  in  California.
Capital  outlays  for the plant are  expected  to  commence  in fiscal 1999 with


                                       8
<PAGE>

capital  costs  totaling  approximately  $75  million  for  initial  production.
Production in this plant will not commence until the year 2000.

         Past  performance  of the Company may not be a good indicator of future
performance  due  to  factors  affecting  the  Company,  its  competitors,   the
semiconductor  industry and the overall economy.  The semiconductor  industry is
characterized  by rapid  technological  change,  price erosion,  cyclical market
patterns,  occasional shortages of materials,  capacity constraints,  occasional
oversupply  and  overcapacity,  variations  in  manufacturing  efficiencies  and
significant   expenditures  for  capital  equipment  and  product   development.
Furthermore,  new  product  introductions  and  patent  protection  of  existing
products   are  critical   factors  for  future   sales  growth  and   sustained
profitability.

         Although  the  Company   believes  that  it  has  the  product   lines,
manufacturing  facilities and technical and financial  resources for its current
operations,  sales and profitability can be significantly  affected by the above
and other factors.  Additionally, the Company's common stock could be subject to
significant   price  volatility  should  sales  and/or  earnings  fail  to  meet
expectations of the investment community.


Liquidity and Capital Resources

         At March 29, 1998,  cash, cash  equivalents and short-term  investments
totaled $567.2 million, and working capital was $575.3 million.

         During the first nine  months of fiscal  1998,  the  Company  generated
$193.4  million of cash from  operating  activities.  Additionally,  the Company
generated  $21.0  million in proceeds  from common stock  issued under  employee
stock option and stock purchase plans.

         During  the  first  nine  months  of  fiscal  1998,   significant  cash
expenditures  included net purchases of short-term  investments of $56.5 million
and $20.4 million for the purchase of capital  assets,  primarily  manufacturing
equipment for the Company's  fabrication,  assembly and test facilities.  During
the second quarter of fiscal 1998, the Company purchased 1,002,500 shares of its
common  stock for $56.4  million  of which  $5.9  million  was paid in the third
quarter.  The Company also paid $13.7 million for cash dividends to shareholders
representing $0.06 per share per quarter.  In April 1998, the Company's Board of
Directors  declared  a  quarterly  cash  dividend  of $0.06 per share to be paid
during the fourth quarter of fiscal 1998.  The payment of future  dividends will
be based on quarterly financial performance.

         Historically,  the Company has satisfied  its  liquidity  needs through
cash  generated  from  operations,  the placement of equity  securities  and the
utilization of lease financing for capital  equipment and facilities.  Given its
strong financial  condition and  performance,  the Company believes that current
capital  resources  and  cash  generated  from  operating   activities  will  be
sufficient to meet its liquidity and capital  expenditures  requirements for the
foreseeable future.


                                       9
<PAGE>



PART II.      OTHER INFORMATION



Item 6.       Exhibits and Reports on Form 8-K

                  a)   Exhibits

                       27.1   Financial Data Schedule for the three months ended
                              March 29, 1998

                       27.2   Financial Data Schedule for the three months ended
                              March 30, 1997 (Restated)

                       27.3   Financial Data Schedule for the three months ended
                              September 28, 1997 (Restated)

                       27.4   Financial Data Schedule for the three months ended
                              December 28, 1997 (Restated)

                 b)    Reports on Form 8-K

                       None


                                       10
<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.





                                             LINEAR TECHNOLOGY CORPORATION

DATE:  May 11, 1998                          BY    /s/Paul Coghlan
                                                   -----------------------------
                                                   Paul Coghlan
                                                   Vice President, Finance &
                                                   Chief Financial Officer
                                                   (Duly Authorized Officer and
                                                   Principal Financial Officer)


                                       11

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 29, 1998
</LEGEND>
<CIK>                         0000791907
<NAME>                        LINEAR TECHNOLOGY CORPORATION
<MULTIPLIER>                                   1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JUN-28-1998
<PERIOD-START>                                 DEC-29-1997
<PERIOD-END>                                   MAR-29-1998
<CASH>                                             117,370
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                                    0
                                              0
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<CGS>                                               35,924
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<INCOME-TAX>                                        23,553
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<CHANGES>                                                0
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<EPS-PRIMARY>                                         0.62
<EPS-DILUTED>                                         0.59
                                               


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
 FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 30, 1997 (RESTATED)
</LEGEND>
<CIK>                         0000791907
<NAME>                        LINEAR TECHNOLOGY CORPORATION
<MULTIPLIER>                                   1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JUN-29-1997
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<PERIOD-END>                                   MAR-30-1997
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                                    0
                                              0
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<OTHER-EXPENSES>                                    19,909
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
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<DISCONTINUED>                                           0
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<EPS-PRIMARY>                                         0.45
<EPS-DILUTED>                                         0.43
                                               


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
FORM 10-Q FOR THE THREE MONTHS ENDED SEPTEMBER 28, 1997 (RESTATED)
</LEGEND>
<CIK>                         0000791907
<NAME>                        LINEAR TECHNOLOGY CORPORATION
<MULTIPLIER>                                   1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
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                                    0
                                              0
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<CHANGES>                                                0
<NET-INCOME>                                        40,643
<EPS-PRIMARY>                                         0.53
<EPS-DILUTED>                                         0.51
                                               


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
FORM 10-Q FOR THE THREE MONTHS ENDED DECEMBER 30, 1997 (RESTATED)
</LEGEND>
<CIK>                         0000791907
<NAME>                        LINEAR TECHNOLOGY CORPORATION
<MULTIPLIER>                                   1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JUN-28-1998
<PERIOD-START>                                 OCT-29-1997
<PERIOD-END>                                   DEC-30-1997
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<SECURITIES>                                       451,900
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<ALLOWANCES>                                           806
<INVENTORY>                                         15,107
<CURRENT-ASSETS>                                   623,174
<PP&E>                                             201,389
<DEPRECIATION>                                      75,438
<TOTAL-ASSETS>                                     749,125
<CURRENT-LIABILITIES>                              115,492
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                         632,037
<TOTAL-LIABILITY-AND-EQUITY>                       749,125
<SALES>                                            117,004
<TOTAL-REVENUES>                                   117,004
<CGS>                                               33,646
<TOTAL-COSTS>                                       33,646
<OTHER-EXPENSES>                                    23,683
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                     65,340
<INCOME-TAX>                                        21,758
<INCOME-CONTINUING>                                 43,582
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                        43,582
<EPS-PRIMARY>                                         0.57
<EPS-DILUTED>                                         0.55
                                               


</TABLE>


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